FORM
20 - F/A
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  oREGISTRATION STATEMENT
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
  OR
 
 xANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended December 31, 2003
 OR
  oTRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
 For the
transition period from ________ to ________
  Commission
file number: 005-52583
  BLUEPHOENIX
SOLUTIONS LTD.
 (Exact
Name of Registrant as Specified in Its Charter)
 
 ISRAEL
 (Jurisdiction
of Incorporation or Organization)
 
 8 MASKIT STREET, HERZLIA
46120, ISRAEL
 (Address
of Principal Executive Offices)
  Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
 None
  Securities
registered or to be registered pursuant to Section 12(g) of the
Act:
 Ordinary
shares, NIS 0.01 par value
 (Title of
Class)
  Securities
for which there is a reporting obligation pursuant
 to
Section 15(d) of the Act:
 Ordinary
shares, NIS 0.01 par value
 (Title of
Class)
  Indicate
the number of outstanding shares of each of the issuer's classes of capital
or common stock as of December 31, 2003:
  13,484,276
Ordinary shares, NIS 0.01 per share
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
  Yes xNo o
  Indicate
by check mark which financial statement item the registrant has elected to
follow.
  Item 17
oItem 18 x
  
  
 This
Amendment No. 3 on Form 20-F/A (the "Amended 20-F") is being filed by
BluePhoenix Solutions Ltd. (the “Company”) to amend the Form 20-F for the fiscal
year ended December 31, 2003, filed on June 1, 2004 (the "Original 20-F"), as
amended by Amendment No. 1 on Form 20-F/A, filed on November 9, 2004 and
Amendment No. 2 on Form 20-F/A, filed on January 19, 2005.  This
Amended 20-F is being filed solely for the purpose of including Exhibit 1.1
which was inadvertently omitted from the Original 20-F.  The Amended
20-F has not been updated to reflect events occurring subsequent to the filing
of the Original 20-F.  The filing of this Amended 20-F shall not be
deemed an admission that the Original 20-F, when filed, included any untrue
statement of a material fact or omitted to state a material fact necessary to
make a statement not misleading.
 
 
 
 EXHIBIT
INDEX
  EXHIBIT
NO.
  1.1
                
                1.2
                
                4.1
                
                4.2
                
                4.3
                
                4.4
                
                
                4.5
                
                4.6
                
                4.7
                
                4.8
                
                4.9
                
                4.10
                
                4.11
              English translation
      of the Memorandum of Association as amended onJuly
      23, 2003

                
                Articles
      of Association as amended on January 15, 2001*
                
                Cooperation
      agreement dated August 10, 1999, between ForSoft Ltd.and
      the Registrant (English summary accompanied by Hebreworiginal)**
                
                Agreement
      dated June 12, 2003, among the Registrant, the owners ofall
      of the issued and outstanding common stock of IntraComp GroupIncorporated***
                
                Agreement
      dated January 11, 2001 among the Registrant, the IsraelMezzanine
      Fund L.P., The Israel Mezzanine Fund, The Jordan(Bermuda)
      Investment Company Ltd.*
                
                Amendment
      dated August 7, 2003 to agreement among the Registrant,the
      Israel Mezzanine Fund L.P., The Israel Mezzanine Fund and TheJordan
      (Bermuda)
                Investment
      Company Ltd. dated January 11, 2001+
                
                Share
      Purchase Agreement dated March 30, 2004, among theRegistrant
      and four institutional investors in connection with a$5
      million private placement****
                
                Registration
      Rights Agreement dated March 30, 2004, among theRegistrant
      and four institutional investors in connection with a$5
      million private placement****
                
                Share
      Exchange Agreement dated October 13, 2002 among theRegistrant,
      Formula Systems (1985) and certain shareholders ofLiraz
      Systems Ltd.***
                
                The
      1996 Share Option Plan--Part One, as amended on January 28,1997,
      December 5, 1999, December 18, 2000, December 26, 2000 andAugust
      6, 2003*****
                
                Agreement
      dated January 1, 1996 among the Registrant and ArgotecLtd.******
                
                Form
      of voting agreement dated September 30, 1996 between ArgotecLtd.
      and each of Dan Goldstein and Gad Goldstein******
                
                English
      translation of Loan Agreement between Liraz Systems Ltd.and
      Arie Kilman dated April 2000 as amended by the Addendum datedApril
      2002+
  
  EXHIBIT
NO.
  4.12
                
                4.13
                
                8
                
                10.1
                
                12.1
                
                12.2
                
                13.1
                
                13.2
              Form
      of Indemnification Letter dated July  2003 between theRegistrant
      and certain office holders+
                
                Summary
      of credit line Letter Agreement between the Registrant andBank
      Leumi Le'Israel Ltd.+
                
                List of Subsidiaries*****
                
                Consent
      of Ziv Haft certified public accountants (Isr.) BDO memberfirm+
                
                Certification
      of the Chief Executive Officer pursuant to ss.302 ofthe
      Sarbanes-Oxley Act
                
                Certification
      of the Chief Financial Officer pursuant to ss.302 ofthe
      Sarbanes-Oxley Act
                
                Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. ss.1350,as
      adopted pursuant to ss.906 of the Sarbanes-Oxley Act
                
                Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. ss.1350,as
      adopted pursuant to ss.906 of the Sarbanes-Oxley
  Act
  --------
  *
Incorporated by reference to the Registrant annual report on Form 20-F filed
with the Securities and Exchange Commission on June 29, 2001.
  **
Incorporated by reference to the Registrant annual report on Form 20-F filed
with the Securities and Exchange Commission on June 28, 2002.
  ***
Incorporated by reference to the Registrant annual report on Form 20-F filed
with the Securities and Exchange Commission on June 19, 2003.
  ****
Incorporated by reference to the Registration Statement on Form F-3 filed with
the Securities and Exchange Commission on June 1, 2004.
  *****
Incorporated by reference to the Registrant annual report on Form 20-F filed
with the Securities and Exchange Commission on June 1, 2004.
  ******
Incorporated by reference to Amendment No. 1 to the Registration Statement on
Form F-1 filed with the Securities and Exchange Commission on January 28,
1997.
  +
Previously submitted.
  
 
 SIGNATURES
  The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
  BLUEPHOENIX
      SOLUTIONS LTD.
                  (Registrant) By:
                    /s/ Varda
      SagivVarda
      SagivChief
      Financial Officer
  Date:    February
16, 2010
  
 
 EXHIBIT
INDEX
  EXHIBIT
NO.
  1.1
                
                1.2
                
                4.1
                
                4.2
                
                4.3
                
                4.4
                
                
                4.5
                
                4.6
                
                4.7
                
                4.8
                
                4.9
                
                4.10
                
                4.11
              English translation
      of the Memorandum of Association as amended onJuly
      23, 2003

                
                Articles of Association as amended on January 15, 2001*
                
                Cooperation
      agreement dated August 10, 1999, between ForSoft Ltd.and
      the Registrant (English summary accompanied by Hebreworiginal)**
                
                Agreement
      dated June 12, 2003, among the Registrant, the owners ofall
      of the issued and outstanding common stock of IntraComp GroupIncorporated***
                
                Agreement
      dated January 11, 2001 among the Registrant, the IsraelMezzanine
      Fund L.P., The Israel Mezzanine Fund, The Jordan(Bermuda)
      Investment Company Ltd.*
                
                Amendment
      dated August 7, 2003 to agreement among the Registrant,the
      Israel Mezzanine Fund L.P., The Israel Mezzanine Fund and TheJordan
      (Bermuda)
                Investment
      Company Ltd. dated January 11, 2001+
                
                Share
      Purchase Agreement dated March 30, 2004, among theRegistrant
      and four institutional investors in connection with a$5
      million private placement****
                
                Registration
      Rights Agreement dated March 30, 2004, among theRegistrant
      and four institutional investors in connection with a$5
      million private placement****
                
                Share
      Exchange Agreement dated October 13, 2002 among theRegistrant,
      Formula Systems (1985) and certain shareholders ofLiraz
      Systems Ltd.***
                
                The
      1996 Share Option Plan--Part One, as amended on January 28,1997,
      December 5, 1999, December 18, 2000, December 26, 2000 andAugust
      6, 2003*****
                
                Agreement
      dated January 1, 1996 among the Registrant and ArgotecLtd.******
                
                Form
      of voting agreement dated September 30, 1996 between ArgotecLtd.
      and each of Dan Goldstein and Gad Goldstein******
                
                English
      translation of Loan Agreement between Liraz Systems Ltd.and
      Arie Kilman dated April 2000 as amended by the Addendum datedApril
      2002+
 
  EXHIBIT
NO.
  4.12
                  
                  4.13
                  
                  8
                  
                  10.1
                  
                  12.1
                  
                  12.2
                  
                  13.1
                  
                  13.2
                Form
      of Indemnification Letter dated July  2003 between theRegistrant
      and certain office holders+
                  
                  Summary
      of credit line Letter Agreement between the Registrant andBank
      Leumi Le'Israel Ltd.+
                  
                  List of Subsidiaries*****
                  
                  Consent
      of Ziv Haft certified public accountants (Isr.) BDO memberfirm+
                  
                  Certification
      of the Chief Executive Officer pursuant to ss.302 ofthe
      Sarbanes-Oxley Act
                  
                  Certification
      of the Chief Financial Officer pursuant to ss.302 ofthe
      Sarbanes-Oxley Act
                  
                  Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. ss.1350,as
      adopted pursuant to ss.906 of the Sarbanes-Oxley Act
                  
                  Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. ss.1350,as
      adopted pursuant to ss.906 of the Sarbanes-Oxley
  Act
 --------
  *
Incorporated by reference to the Registrant annual report on Form 20-F filed
with the Securities and Exchange Commission on June 29, 2001.
  **
Incorporated by reference to the Registrant annual report on Form 20-F filed
with the Securities and Exchange Commission on June 28, 2002.
  ***
Incorporated by reference to the Registrant annual report on Form 20-F filed
with the Securities and Exchange Commission on June 19, 2003.
  ****
Incorporated by reference to the Registration Statement on Form F-3 filed with
the Securities and Exchange Commission on June 1, 2004.
  *****
Incorporated by reference to the Registrant annual report on Form 20-F filed
with the Securities and Exchange Commission on June 1, 2004.
  ******
Incorporated by reference to Amendment No. 1 to the Registration Statement on
Form F-1 filed with the Securities and Exchange Commission on January 28,
1997.
  +
Previously submitted.